Item 1.01 Entry into a Material Definitive Agreement
On
On
The material terms of Joint Venture Agreement are as follows:
1. The parties will form a
(the "Joint Venture"), with GLFI owning 70% and STL owning 30% of the Joint
Venture.
2. The initial managers of the Joint Venture are
and
3. For its 30% interest in the Joint Venture, STL shall make an initial
investment in the amount of
for the Joint Venture and an additional investment of
(90) calendar days of the initial
4. STL shall have the right to sell to customers of its choice up to fifty (50%)
percent of the inventory harvested and/or produced from thePilot Cultivation Project at a price determined by the Managers and retain twenty (20%) percent of the selling price as repayment for their initial$1.2 million investment until such time as the total amount retained is three times its investment into the Joint Venture (or$3.6 million ).
5. After STL has received this three times its investment as outlined above,
then each of STL and GLFI shall have the right to purchase up to ten (10%) percent of the inventory harvested and/or produced from the Pilot Cultivation Plan at a price 20% above the cost of production to be determined by the Managers and in accordance with the Service Agreements (defined below). They may resell this to the customers of their choice and retain the proceeds.
6. The rights afforded to the Company, GLFI, STL and the Joint Venture are
subject to the existing Services Agreements concerning the Pilot Cultivation Plan, which include the Cooperative Agreement and the Management Agreement. Within the confines of these Services Agreements, the Managers shall adopt the business plan of Joint Venture that shall take into account the payments that must be made under these agreements.
7. STL will have option to participate in co-funding the expansion of (a) a
larger lab in the free zone and/or (b) the expansion in the industrial phase as outlined in the Service Agreements that will be around 400 to 500 acres. This option will be negotiated by the members of the Joint Venture in good faith based on the needs of the expansion project.
A copy of the Joint Venture Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Joint Venture Agreement is qualified in its entirety by reference to the full text of the Joint Venture Agreement.
Item 8.01 Other Events
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The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description 10.1 Joint Venture Agreement, datedJuly 30, 2020 99.1 Green Leaf Farms International Signs Joint Venture Agreement with ST Biosciences forIts Project inArgentina
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